DIRECTOR ELECTION PROCESS

(As they appear in Article IV, Section 4 of the cooperative's bylaws)

Election and Tenure of Office

Directors of the Board are elected on a staggered basis so that no more than one director vacancy for any district is subject to election at any annual meeting. Each director shall be elected to serve a term of three (3) years. Directors representing districts may serve consecutive terms without limit. The at-large director may serve a limit of three (3) consecutive terms. If, for any reason except a tie vote, the members fail to elect a director, the vacancy shall be filled as provided in Section 7 of this Article.

All members may vote for the at-large director. Voting for any district director position shall be confined to members from that district. The candidate receiving the highest number of votes for each director vacancy shall be declared elected. In the event of a tie, the tie shall be resolved, and the result determined, by the flip of a coin.

Following their election, directors shall take office at the meeting of the Board of Directors immediately following the annual meeting of the membership.

Not less than eighteen (18) days prior to any duly called membership meeting, there shall be printed and mailed to all members, ballots for director elections and for voting on any other agenda item authorized by the Board of Directors. Printed instructions and an explanation as to when and where ballot shall be returned will be included. Mail-in ballots shall be received by the Cooperative through the close of business on the last day prior to Annual Meeting. Ballots may also be cast at the Annual Meeting as authorized and directed by the Board of Directors.